PRG-SCHULTZ RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.2

		Your Name: _________________________________ Total No. of Shares of Restricted Stock:___________

PRG-SCHULTZ RESTRICTED STOCK AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”).

Restricted Stock:		Common Stock, no par value per share
Grant Date:
Fair Market Value on Grant Date:

Vesting : Subject to the Plan and this Agreement, one-hundred percent (100%) of the shares of Common Stock shall become nonforfeitable and transferable (“Vested”) on the earlier of (i) May 29, 2009 or (ii) the date of, and immediately prior to, the 2009 annual meeting of PRG-Schultz’s shareholders, provided the Participant has been continuously serving as a member of the Board from the Grant Date until the earlier of such times. Notwithstanding the foregoing, one-hundred percent (100%) of the shares of Common Stock shall become Vested if the Participant has continuously served as a member of the Board from the Grant Date until the time of the Change of Control.

Dividend and Voting Rights: Before the Restricted Stock becomes Vested, the Participant will have all of the rights of a shareholder of Common Stock with respect to the shares of Restricted Stock, including without limitation, the right to vote the shares of Restricted Stock and to receive dividends and distributions thereon. However, except as set forth below, during such period, the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any shares of Restricted Stock, which shall remain subject to a substantial risk of forfeiture and non-transferable as described in this Agreement.

Additional Terms and Conditions describes the restrictions on your Restricted Stock, what happens if you cease to serve as a director of PRG-Schultz before your Restricted Stock becomes Vested and where to send notices; and

The Plan contains the detailed terms that govern your Restricted Stock. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; all terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Please sign in the space provided below, keep a copy of this Agreement for your records, and return both originals to PRG-Schultz Human Resources.

Participant:		PRG-SCHULTZ INTERNATIONAL, INC.
		By:
Print Your Name:		Name:
Your Residence Address:		Its:

ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK

PLAN ADMINISTRATION.

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The Plan is administered by the Plan Administrator in the Finance Department in the Atlanta office. The Administrator is responsible for assisting you with respect to your Restricted Stock and maintaining the records of the Plan. He may be reached at (770) 779-6554 or 3037. If you have questions about your Restricted Stock or how the Plan works, please contact the Administrator during normal business hours.

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Except as provided herein and in the Plan, this Restricted Stock is non-transferable. This Restricted Stock may be transferred by will or the laws of descent and distribution and, notwithstanding the foregoing, during the Participant’s l